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Investing.com -- UniCredit (BIT:CRDI) is reconsidering its public exchange offer for Banco BPM after the Italian government imposed restrictive conditions through a Golden Power decree, raising concerns over legal clarity and operational autonomy.
The bank in a statement on Tuesday said that it had received the decree on April 18 from the Presidency of the Council of Ministries, setting specific requirements for the offer to proceed. UniCredit shares traded lower on Tuesday following the announcement.
The decree outlines three main constraints. First, it places conditions on how the merged entity will manage its future credit activities and liquidity.
Second, it limits UniCredit’s ability to dispose of shareholdings and manage the assets of Anima SGR. Third, it restricts UniCredit’s ongoing activities in Russia.
UniCredit noted it intends to maintain or increase the combined group’s support to small and medium-sized enterprises and will continue to manage clients’ assets strictly in their interest.
The bank also reaffirmed its strategy to reduce its operations in Russia, which it said have already been cut by around 90% over the past three years, in line with guidance from the European Central Bank.
In its statement, UniCredit pointed out the unusual nature of invoking Golden Power in a domestic deal between two Italian banks.
The company said it is unclear why these powers were used in this case and not in other similar transactions underway in the Italian market.
It also raised concerns about the legal clarity of the decree, arguing that the conditions appear open to varying interpretations and potentially inconsistent with Italian and EU law.
The company warned that the constraints could limit its ability to make prudent business decisions and may result in unintended consequences, such as possible fines for failing to comply with ambiguous requirements.
The decree allows UniCredit to inform authorities if it finds any part of the conditions unfeasible.
The bank has already responded with its views and is awaiting a reply before determining the next steps in relation to the offer.